Form 4: Taboola Repurchases Shares from Apollo-Affiliated Entity

Taboola.com Ltd. repurchased 218,310 Non-Voting Ordinary Shares from College Top Holdings, Inc. at $3.28 per share as part of an ongoing share repurchase program.

Summary

• Taboola.com Ltd. repurchased 218,310 Non-Voting Ordinary Shares from College Top Holdings, Inc. on August 25, 2025.
• The shares were repurchased at a price of $3.28 per share.
• This transaction is part of an Issuer's share repurchase program, initiated by a Share Repurchase Agreement on February 24, 2025, and amended on March 14, 2025.
• The primary purpose of the repurchase program is to prevent the Reporting Persons' (Apollo-affiliated entities and Yahoo Inc.) ownership of Taboola's outstanding shares from reaching 25% or more.
• The Repurchase Agreement mandates weekly repurchases at a market-based pricing formula.
• The maximum amount of Non-Voting Ordinary Shares that may be repurchased each week is up to 1/3rd of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• Following this transaction, the Reporting Persons indirectly beneficially own 31,308,967 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary, and is part of a complex ownership structure involving multiple Apollo Management entities.

Sentiment

Score: 6

Explanation: Slightly positive. While the repurchase is driven by a regulatory cap, it still reduces share count and manages a significant shareholder's stake, which can be viewed favorably. It's a planned, non-surprising event.

Positives

• The share repurchase program can help manage the company's capital structure and potentially reduce the outstanding share count over time.
• The repurchase ensures compliance with a 25% ownership threshold, preventing potential regulatory issues for a significant shareholder.

Negatives

• Capital is being allocated to repurchases primarily driven by a regulatory ownership cap rather than solely for strategic capital return to shareholders.

Risks

• The Repurchase Agreement's termination is contingent on obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, or the company determining such approval is not required. Failure to meet these conditions by December 31, 2025, means the program continues.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until regulatory approval is obtained for College Holdings' equity ownership to exceed 25%, or if the company determines such approval is not required, or until December 31, 2025, whichever comes earliest.

Management Comments

• The reported sales are part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more.

Industry Context

This transaction reflects a specific corporate governance and ownership management strategy for Taboola.com Ltd. involving a major institutional investor (Apollo-affiliated entities) and a strategic partner (Yahoo Inc.), rather than a broad industry trend.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc., which is indirectly owned by Yahoo Inc. and ultimately controlled by Apollo Management entities. These entities are also represented on Taboola's board (10% owner and Director relationship), making this a related party transaction.

Stakeholder Impact

• **Shareholders**: May benefit from a reduced share count, potentially leading to higher earnings per share over time. The transaction also clarifies the ownership structure and regulatory compliance for a major investor.
• **Apollo Management Entities/Yahoo Inc.**: Their ownership stake is being managed to stay below a 25% threshold, which could be important for their investment strategy or regulatory standing.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Repurchase Agreement.
• The company will monitor conditions for the termination of the Repurchase Agreement, including regulatory approval regarding College Holdings' ownership threshold.

Key Dates

Keywords

Taboola, TBLA, Share Repurchase, Apollo Management, Yahoo Inc., SEC Form 4, Insider Transaction, Beneficial Ownership, Rule 10b-18, Non-Voting Ordinary Shares